Accelerated Filer Status
posted on
Sep 29, 2010 01:29PM
Common stock, $0.00001 par value: 600,000,000 shares authorized: 438,067,618 shares issued and 410,149,523 shares outstanding at November 30, 2009; 438,067,618 shares issued and 410,354,054 shares outstanding at May 31, 2009 PATRIOT SCIENTIFIC CORP - 10-Q (Filed: 11-01-2010)
Does anyone know what the aggregate market value was based on the above most recently completed 2nd fiscal quarter? It wasn't mentioned under the box checked for accelerated filer as it has been on other statements. I may have missed it somewhere else.
Rule 12b-2 -- Definitions
Unless the context otherwise requires, the following terms, when used in the rules contained in this regulation or in Regulation 13A or 15D or in the forms for statements and reports filed pursuant to Sections 12, 13 or 15(d) of the act, shall have the respective meanings indicated in this rule:
Accelerated filer and large accelerated filer.
1. The term "accelerated filer" means an issuer after it first meets the following conditions as of the end of its fiscal year:
i. The issuer had an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $75 million or more, but less than $700 million, as of the last business day of the issuer's most recently completed second fiscal quarter;
ii. The issuer has been subject to the requirements of section 13(a) or 15(d) of the Act for a period of at least twelve calendar months;
iii. The issuer has filed at least one annual report pursuant to section 13(a) or 15(d) of the Act; and
iv. The issuer is not eligible to use the requirements for smaller reporting companies in Part 229 of this chapter for its annual and quarterly reports.
2. Large accelerated filer. The term large accelerated filer means an issuer after it first meets the following conditions as of the end of its fiscal year:
i. The issuer had an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $700 million or more, as of the last business day of the issuer's most recently completed second fiscal quarter;
ii. The issuer has been subject to the requirements of section 13(a) or 15(d) of the Act for a period of at least twelve calendar months;
iii. The issuer has filed at least one annual report pursuant to section 13(a) or 15(d) of the Act; and
iv. The issuer is not eligible to use the requirements for smaller reporting companies in Part 229 of this chapter for its annual and quarterly reports.
3. Entering and Exiting Accelerated Filer Status.
i. The determination at the end of the issuer's fiscal year for whether a nonaccelerated filer becomes an accelerated filer, or whether a non-accelerated filer or accelerated filer becomes a large accelerated filer, governs the deadlines for the annual report to be filed for that fiscal year, the quarterly and annual reports to be filed for the subsequent fiscal year and all annual and quarterly reports to be filed thereafter while the issuer remains an accelerated filer or large accelerated filer.
ii. Once an issuer becomes an accelerated filer, it will remain an accelerated filer unless the issuer determines at the end of a fiscal year that the aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates of the issuer was less than $50 million, as of the last business day of the issuer's most recently completed second fiscal quarter. An issuer making this determination becomes a nonaccelerated filer. The issuer will not become an accelerated filer again unless it subsequently meets the conditions in paragraph (1) of this definition.
iii. Once an issuer becomes a large accelerated filer, it will remain a large accelerated filer unless the issuer determines at the end of a fiscal year that the aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates of the issuer was less than $500 million, as of the last business day of the issuer's most recently completed second fiscal quarter. If the issuer's aggregate worldwide market value was $50 million or more, but less than $500 million, as of the last business day of the issuer's most recently completed second fiscal quarter, the issuer becomes an accelerated filer. If the issuer's aggregate worldwide market value was less than $50 million, as of the last business day of the issuer's most recently completed second fiscal quarter, the issuer becomes a nonaccelerated filer. An issuer will not become a large accelerated filer again unless it subsequently meets the conditions in paragraph (2) of this definition.
iv. The determination at the end of the issuer's fiscal year for whether an accelerated filer becomes a nonaccelerated filer, or a large accelerated filer becomes an accelerated filer or a non-accelerated filer, governs the deadlines for the annual report to be filed for that fiscal year, the quarterly and annual reports to be filed for the subsequent fiscal year and all annual and quarterly reports to be filed thereafter while the issuer remains an accelerated filer or non-accelerated filer.
Note to paragraphs (1), (2) and (3):
The aggregate worldwide market value of the issuer's outstanding voting and non-voting common equity shall be computed by use of the price at which the common equity was last sold, or the average of the bid and asked prices of such common equity, in the principal market for such common equity.
http://taft.law.uc.edu/CCL/34ActRls/rule12b-2.html